TIAA Nominating and Governance Committee Charter

Amended as of May 17, 2012

Purpose

The Nominating and Governance Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to assist the Board in fulfilling its oversight responsibilities through the implementation of sound governance policies and practices.

Responsibilities

The Committee’s responsibilities include:

Recommending the criteria and policies for consideration and selection of members of the Board and its committees;

Identifying individuals suitable for Board membership and recommending the nominees for election and to fill interim vacancies;

Consulting with the TIAA Board of Overseers with respect to trustee candidates;

Adopting procedures by which policyholders can recommend trustee candidates and the policies for consideration of those candidates;

Overseeing matters related to trustee compensation;

Leading the Board and its committees in an annual review of the their performance;

Recommending the structure, size and composition of the Board and its committees, and nominees for Chairman of the Board;

Reviewing the Committee's charter and the charters of other committees and recommend changes to the Board as appropriate;

Recommending policies for policyholder communications with the Board and individual trustees;

Assessing the Company’s corporate governance against best practices and the Company’s governance policies for its portfolio companies;

Recommending governance guidelines for the Company and changes to the Company's governing documents;

Conducting an evaluation of the Committee’s performance on an annual basis;

Reviewing the succession plan for the Chief Executive Officer and nominating successors for the Chief Executive Officer;

Annually evaluating the performance of the Chairman of the Board and reporting on the evaluation to the full Board;

Reviewing the Company’s political contributions; and

Reviewing the Company’s charitable contributions.

Membership and Organization

The Committee shall consist of at least four members, all of whom shall be independent as that term is defined by the Listing Standards of the New York Stock Exchange and the rules of the Department of Financial Services.

The members of the Committee shall be appointed by the Board and shall serve one year terms or until their successors are elected and qualified.

The Board shall appoint members for a period shorter than one year in the event of a vacancy.

The Committee may delegate its authority to a subcommittee or subcommittees consisting of its members.

The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings.

Meetings

The Committee shall meet at least four times per year.

The Chairman of the Committee may call a special meeting of the Committee upon due notice to the Corporate Secretary and each other member at least 48 hours prior to the meeting.

A majority of members shall constitute a quorum.

A majority of the members present shall decide any question brought before the Committee.

Advisors

The Committee shall have the authority, at the expense of the Company, to retain such independent accountants, lawyers or other advisors as it shall deem appropriate without prior management approval.

Performance Review

The Committee shall evaluate its performance annually and report its conclusions to the Board.

The Nominating and Governance Committee’s responsibilities and powers as delegated by the Board are set forth in this charter. The Committee relies to a significant extent on information and advice provided by management and independent advisors. Whenever the Committee takes action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company.

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Proxy Information

The Nominating and Governance Committee’s responsibilities and powers as delegated by the Board are set forth in this charter. The Committee relies to a significant extent on information and advice provided by management and independent advisors. Whenever the Committee takes action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company.